Statistiche di base
| LEI | 254900HG6MORZE1FFM18 |
| CIK | 1968915 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to PHINIA Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| July 24, 2025 |
Second Amended and Restated By-Laws of PHINIA Inc.* Exhibit 3.1 SECOND AMENDED AND RESTATED BY-LAWS OF PHINIA INC. ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office of the Corporation shall be established and maintained at the office of The Corporation Trust Company, at 1209 West Orange Street in the City of Wilmington, County of New Castle, State of Delaware, and said corporation shall be the registered agent of this Corporatio |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 State or other jurisdiction of Commission File No. (I.R.S. Employer Inco |
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| July 24, 2025 |
PHINIA REPORTS SECOND QUARTER 2025 RESULTS Exhibit 99.1 PHINIA REPORTS SECOND QUARTER 2025 RESULTS Auburn Hills, Michigan, July 24, 2025 – PHINIA Inc. (NYSE: PHIN), a leader in premium fuel systems, electrical systems, and aftermarket solutions, today reported results for the second quarter ended June 30, 2025. Second Quarter Highlights: •On June 10, 2025, PHINIA entered into a definitive agreement to acquire Swedish Electromagnet Invest A |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-41708 PHINIA INC. |
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| July 24, 2025 |
Amended and Restated PHINIA Inc. Transition Income Plan.*+ Exhibit 10.1 PHINIA Inc. Transition Income Plan Effective as of January 1, 2024 (Amended and Restated effective May 20, 2025) PHINIA Inc. Transition Income Plan Table of Contents Page Section 1. Purpose 1 Section 2. Effective Date 1 Section 3. Plan Year 1 Article II. DEFINITIONS 1 Article III. ELIGIBILITY 3 Article IV. AMOUNT OF BENEFITS 4 Section 1. Transitional Benefit 4 Section 2. Setoff for WA |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM SD Specialized Disclosure Report PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 State or other jurisdiction of Incorporation or organization Commission File No. (I.R.S. Employer Identification No.) 3000 University Drive Auburn Hills, Michigan 48326 (Address of principal exe |
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| May 30, 2025 |
Exhibit 1.01 PHINIA INC. Conflict Minerals Report For the Reporting Period from January 1, 2024 to December 31, 2024 This Conflict Minerals Report (“Report”) of PHINIA Inc. (“PHINIA” or the “Company”) for the reporting period January 1, 2024 to December 31, 2024 (the “Reporting Period”) is filed pursuant to Rule 13p-1 and Form SD under the Securities Exchange Act of 1934, as amended (collectively, |
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| May 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 State or other jurisdiction of Commission File No. (I.R.S. Employer Incor |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-41708 PHINIA INC |
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| April 25, 2025 |
PHINIA REPORTS FIRST QUARTER 2025 RESULTS Exhibit 99.1 PHINIA REPORTS FIRST QUARTER 2025 RESULTS Auburn Hills, Michigan, April 25, 2025 – PHINIA Inc. (NYSE: PHIN), a leader in premium fuel systems, electrical systems, and aftermarket solutions, today reported results for the first quarter ended March 31, 2025. First Quarter Highlights: •Net sales of $796 million, a decrease of 7.8% compared with Q1 2024. ◦Excluding the decreases related t |
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| April 25, 2025 |
Exhibit 10.2 PHINIA INC. 2023 STOCK INCENTIVE PLAN Performance Stock Unit Award Agreement – Non-U.S. Employees PHINIA Inc., a Delaware corporation (the “Company”), hereby awards to the employee indicated below (the “Employee”) a Performance Stock Unit Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to t |
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| April 25, 2025 |
Exhibit 10.1 PHINIA INC. 2023 STOCK INCENTIVE PLAN Performance Stock Unit Award Agreement – U.S. Employees PHINIA Inc., a Delaware corporation (the “Company), hereby awards to the employee indicated below (the “Employee”) a Performance Stock Unit Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the te |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2025 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 State or other jurisdiction of Commission File No. (I.R.S. Employer Inc |
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| April 25, 2025 |
Form of Deferred Cash Award Agreement for Employees (China).* + Exhibit 10.4 Deferred Cash Award Agreement – China This Deferred Cash Award Agreement (this “Agreement”) dated as of «Grant Date» (the “Grant Date”), by and between «Legal Entity» (the “Company”), a company established under the laws of the People’s Republic of China (the “P.R.C.”), and «Name» (the “Employee”), is entered into as follows: WITNESSETH: WHEREAS, the Company has determined that the Em |
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| April 25, 2025 |
Exhibit 10.3 PHINIA INC. 2023 STOCK INCENTIVE PLAN Stock Unit Award Agreement – Non-U.S. Employees PHINIA Inc., a Delaware corporation (the “Company”), hereby awards to the employee indicated below (the “Employee”) a Stock Unit Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions |
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| April 8, 2025 |
Your Vote Counts! PHINIA Inc. 2025 Annual Meeting of Shareholders Vote by May 20, 2025 11:59 PM ET Vote in Person at the Meeting* May 21, 2025 9:00 a.m. ET PHINIA Inc. Global Headquarters 3000 University Drive Auburn Hills, MI 48326 *Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Smartp |
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| April 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confide |
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| March 31, 2025 |
March 31, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. |
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| February 13, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2025 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 State or other jurisdiction of Commission File No. (I.R.S. Employer |
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| February 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41708 PHINIA Inc. (Ex |
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| February 13, 2025 |
PHINIA Inc. Director Deferred Compensation Program 2025-2026 Board Year Election Form* Exhibit 10.35 PHINIA INC. Director Deferred Compensation Program 2025-2026 Board Year Election Form As a non-employee director on the Board of Directors (the “Board”) of PHINIA Inc. (the “Company”), you are eligible to make deferral elections pursuant to the Company’s recently adopted Director Compensation Deferral Program. Your elections may be made with respect to your compensation for services |
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| February 13, 2025 |
CEO Form of Amended and Restated Change of Control Employment Agreement* (CEO Agreement) Exhibit 10.31 FORM OF AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between PHINIA Inc., a Delaware corporation (the “Company”), and [NAME] (the “Executive”) originally dated as of [] [], 2023 and as amended and restated as of February 10, 2025. WHEREAS, the Board of Directors of the Company (the “Board”), has determined that it is in the best interes |
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| February 13, 2025 |
Exhibit 10.29 PHINIA Inc. Amended and Restated Retirement Savings Excess Benefit Plan RECITALS A. BorgWarner Inc. (“BorgWarner”) sponsors the BorgWarner Inc. Retirement Savings Excess Benefit Plan, as amended and restated effective January 1, 2009, as amended from time to time (“BW Excess Plan”), to provide benefits to certain employees whose participation in and benefits under the BorgWarner Reti |
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| February 13, 2025 |
Non-CEO Executive Officer Form of Amended and Restated Change of Control Employment Agreement* (Non-CEO Executive Agreement) Exhibit 10.32 FORM OF AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between PHINIA Inc., a Delaware corporation (the “Company”), and [NAME] (the “Executive”) originally dated as of [] [], 2023 and as amended and restated as of February 10, 2025. WHEREAS, the Board of Directors of the Company (the “Board”), has determined that it is in th |
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| February 13, 2025 |
Exhibit 19.1 PHINIA Inc. Insider Trading and Confidentiality Policy 1.0Purpose / Scope This Insider Trading and Confidentiality Policy (“Insider Trading Policy”) provides guidelines with respect to transactions in PHINIA Securities (as defined below) and the handling of confidential information about PHINIA Inc. (“Company” or “PHINIA”) and the companies with which the Company does business, in whi |
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| February 13, 2025 |
Exhibit 10.36 PHINIA INC. 2023 STOCK INCENTIVE PLAN Stock Unit Award Agreement - Non-Employee Directors This Stock Unit Award Agreement (the “Agreement”) dated as of , 2025, by and between PHINIA Inc., a Delaware corporation (the “Company”), and (the “Director”) is entered into as follows: WITNESSETH: WHEREAS, the Company has established the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), a co |
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| February 13, 2025 |
(incorporated by reference to Exhibit 97.1 of the Company Exhibit 97.1 PHINIA Inc. Compensation Recovery Policy 1.Purpose. The purpose of this Compensation Recovery Policy (this “Policy”) is to describe the circumstances under which PHINIA Inc. (the “Company”) is required to recover certain compensation paid to certain employees. Any references in compensation plans, agreements, equity awards or other policies to the Company’s “recoupment”, “clawback” or |
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| February 13, 2025 |
Exhibit 21.1 PHINIA INC. Subsidiaries Name of Subsidiary Jurisdiction of Organization PHINIA Australia Pty Ltd Australia PHINIA Delphi Brasil Ltda. Brazil PHINIA Do Brasil Produtos Automotivos Ltda. Brazil PHINIA Canada Inc. Canada PHINIA Investment (Shanghai) Co., Ltd. China PHINIA Automotive Trading (Shanghai) Co. Ltd. China PHINIA Delphi Automotive Systems (Shanghai) Co. Ltd. China PHINIA Delph |
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| February 13, 2025 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned officers and directors of PHINIA Inc., a Delaware corporation (the “Company”), hereby constitutes and appoints each of Brady D. Ericson, Chris P. Gropp, Robert Boyle, and Samantha M. Pombier, and each of them, as the true and lawful attorney-in-fact or attorneys-in-fact, with full power of substitution and resu |
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| February 13, 2025 |
Exhibit 99.1 PHINIA REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS PHINIA BOARD DECLARES QUARTERLY DIVIDEND OF $0.27 PER COMMON SHARE AND AUTHORIZES $200 MILLION INCREASE TO SHARE REPURCHASE PROGRAM Auburn Hills, Michigan, February 13, 2025 – PHINIA Inc. (NYSE: PHIN), a leader in premium fuel systems, electrical systems, and aftermarket solutions, today reported results for the fourth quarter a |
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| November 6, 2024 |
PHIN / PHINIA Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment SC 13G 1 PHINSC13G.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PHINIA INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 71880K101 (CUSIP Number) OCTOBER 31, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule purs |
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| October 31, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 State or other jurisdiction of Commission File No. (I.R.S. Employer I |
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| October 31, 2024 |
Form of Deferred Cash Award Agreement for Employees (China).*+ Exhibit 10.2 Form of Deferred Cash Award Agreement – China This Deferred Cash Award Agreement (this “Agreement”) dated as of (the “Grant Date”), by and between PHINIA Delphi Automotive Systems (Shanghai) Co. Ltd. - (China) (the “Company”), a company established under the laws of the People’s Republic of China (the “P.R.C.”), and (the “Employee”), is entered into as follows: WITNESSETH: WHEREAS, th |
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| October 31, 2024 |
PHINIA REPORTS THIRD QUARTER 2024 RESULTS Exhibit 99.1 PHINIA REPORTS THIRD QUARTER 2024 RESULTS Auburn Hills, Michigan, October 31, 2024 – PHINIA Inc. (NYSE: PHIN), a leader in premium fuel systems, electrical systems, and aftermarket solutions, today reported results for the third quarter ended September 30, 2024. Third Quarter Highlights: •Net sales of $839 million, a decrease of 6.4% compared with Q3 2023. ◦Lower Fuel Systems (FS) sal |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-41708 PHINIA |
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| September 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2024 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 (State or other jurisdiction of incorporation) (Commission File Num |
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| September 18, 2024 |
Exhibit 4.1 Execution Version PHINIA INC., as Issuer and the Guarantors from time to time parties hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE DATED AS OF SEPTEMBER 17, 2024 6.625% Senior Notes due 2032 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 101. Definitions. 1 Section 102. Other Definitions. 35 Section 1 |
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| September 18, 2024 |
Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is dated as of September 17, 2024, and entered into by and among PHINIA Inc., a Delaware corporation (the “Borrower”), the Guarantors listed on the signature pages hereof, the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agen |
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| September 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 (State or other jurisdiction of incorporation) (Commission File Num |
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| September 11, 2024 |
PHINIA Announces Pricing of Private Offering of $450,000,000 of Senior Notes due 2032 Exhibit 99.2 PHINIA Announces Pricing of Private Offering of $450,000,000 of Senior Notes due 2032 September 10, 2024 AUBURN HILLS, Mich. – (BUSINESS WIRE) – PHINIA Inc. (“PHINIA,” “we,” “our” or the “Company”) (NYSE: PHIN) announced today that it has priced its previously announced offering (the “Offering”) and has agreed to issue and sell $450 million aggregate principal amount of its unsecured |
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| September 11, 2024 |
PHINIA Announces Proposed Private Offering of $400,000,000 of Senior Notes due 2032 Exhibit 99.1 PHINIA Announces Proposed Private Offering of $400,000,000 of Senior Notes due 2032 September 10, 2024 AUBURN HILLS, Mich. – (BUSINESS WIRE) – PHINIA Inc. (“PHINIA,” “we,” “our” or the “Company”) (NYSE: PHIN) announced today that it is planning, subject to market and other customary conditions, to offer (the “Offering”) $400 million aggregate principal amount of its unsecured senior n |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2024 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 State or other jurisdiction of Commission File Number (I.R.S. Employer |
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| July 30, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2024 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 State or other jurisdiction of Commission File No. (I.R.S. Employer Inco |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-41708 PHINIA INC. |
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| July 30, 2024 |
PHINIA REPORTS SECOND QUARTER 2024 RESULTS Exhibit 99.1 PHINIA REPORTS SECOND QUARTER 2024 RESULTS Auburn Hills, Michigan, July 30, 2024 – PHINIA Inc. (NYSE: PHIN), a leader in premium fuel systems, electrical systems, and aftermarket solutions, today reported results for the second quarter ended June 30, 2024. Second Quarter Highlights: •Net sales of $868 million, a decrease of 2.1% compared with Q2 2023. ◦Excluding $5 million of contract |
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| June 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2024 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 State or other jurisdiction of Commission File No. (I.R.S. Employer Inco |
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| June 25, 2024 |
PHINIA Elects Meggan M. Walsh to Board of Directors PHINIA Elects Meggan M. Walsh to Board of Directors Auburn Hills, Michigan, June 25, 2024 – PHINIA Inc. (“PHINIA” or the “Company”) (NYSE: PHIN), a leader in premium fuel systems, electrical systems, and aftermarket products, today announced that its Board of Directors has elected Meggan M. Walsh to the Board, effective July 1, 2024. Ms. Walsh’s Board committee appointment will be approved by the |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM SD Specialized Disclosure Report PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 State or other jurisdiction of Commission File No. (I.R.S. Employer Incorporation or organization Identification No.) 3000 University Drive Auburn Hills, Michigan 48326 (Address of principal exe |
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| May 31, 2024 |
Exhibit 1.01 PHINIA INC. Conflict Minerals Report For the Reporting Period from January 1, 2023 to December 31, 2023 This Conflict Minerals Report (“Report”) of PHINIA Inc. (“PHINIA” or the “Company”) for the reporting period January 1, 2023 to December 31, 2023 (the “Reporting Period”) is filed pursuant to Rule 13p-1 and Form SD under the Securities Exchange Act of 1934, as amended (collectively, |
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| May 15, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 State or other jurisdiction of Commission File No. (I.R.S. Employer Incorp |
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| April 25, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2024 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 State or other jurisdiction of Commission File No. (I.R.S. Employer Inc |
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| April 25, 2024 |
Exhibit 10.5 PHINIA INC. 2023 STOCK INCENTIVE PLAN Stock Unit Award Agreement – Non-U.S. Employees PHINIA Inc., a Delaware corporation (the “Company”), hereby awards to the employee indicated below (the “Employee”) a Stock Unit Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-41708 PHINIA INC |
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| April 25, 2024 |
PHINIA REPORTS STRONG FIRST QUARTER 2024 RESULTS AND REAFFIRMS 2024 OUTLOOK Exhibit 99.1 PHINIA REPORTS STRONG FIRST QUARTER 2024 RESULTS AND REAFFIRMS 2024 OUTLOOK Auburn Hills, Michigan, April 25, 2024 – PHINIA Inc. (NYSE: PHIN), a leader in premium fuel systems, electrical systems, and aftermarket solutions, today reported results for the first quarter ended March 31, 2024. First Quarter Highlights: •U.S. GAAP net sales of $863 million, an increase of 3.4% compared wit |
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| April 25, 2024 |
Exhibit 10.4 PHINIA INC. 2023 STOCK INCENTIVE PLAN Performance Stock Unit Award Agreement – Non-U.S. Employees PHINIA Inc., a Delaware corporation (the “Company”), hereby awards to the employee indicated below (the “Employee”) a Performance Stock Unit Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to t |
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| April 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2024 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 (State or other jurisdiction of incorporation) (Commission File Number) |
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| April 4, 2024 |
Exhibit 4.1 PHINIA INC., as Issuer and the Guarantors from time to time parties hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and as Collateral Agent INDENTURE DATED AS OF APRIL 4, 2024 6.75% Senior Secured Notes due 2029 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 101. Definitions 1 Section 102. Other Definitions 37 Sec |
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| April 4, 2024 |
Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is dated as of April 4, 2024, and entered into by and among PHINIA Inc., a Delaware corporation (the “Borrower”), the Guarantors listed on the signature pages hereof, BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), at the direction of and on be |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confiden |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confiden |
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| March 26, 2024 |
PHINIA Announces Proposed Private Offering of $425,000,000 of Senior Secured Notes Due 2029 Exhibit 99.1 PHINIA Announces Proposed Private Offering of $425,000,000 of Senior Secured Notes Due 2029 March 25, 2024 AUBURN HILLS, Mich. – (BUSINESS WIRE) – PHINIA Inc. (“PHINIA” or the “Company”) (NYSE: PHIN) announced today that it is planning, subject to market and other customary conditions, to offer (the “Offering”) $425 million aggregate principal amount of its senior secured notes due 20 |
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| March 26, 2024 |
PHINIA Announces Pricing of Private Offering of $525,000,000 of Senior Secured Notes due 2029 Exhibit 99.2 PHINIA Announces Pricing of Private Offering of $525,000,000 of Senior Secured Notes due 2029 March 26, 2024 AUBURN HILLS, Mich. – (BUSINESS WIRE) – PHINIA Inc. (“PHINIA” or the “Company”) (NYSE: PHIN) announced today that it has priced its previously announced offering (the “Offering”) and has agreed to issue and sell $525 million aggregate principal amount of its 6.75% senior secure |
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| March 26, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2024 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 (State or other jurisdiction of incorporation) (Commission File Number) |
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| February 28, 2024 |
Form of Change of Control Employment Agreement*+ Exhibit 10.27 CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between PHINIA Inc., a Delaware corporation (the “Company”) and (the “Executive”) dated as of the [] of [] 2023. WHEREAS, the Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Ex |
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| February 28, 2024 |
Exhibit 21.1 PHINIA INC. Subsidiaries Name of Subsidiary Jurisdiction of Organization PHINIA Australia Pty Ltd Australia PHINIA Delphi Brasil Ltda. Brazil PHINIA Do Brasil Produtos Automotivos Ltda. Brazil BorgWarner Toronto Inc. Canada PHINIA Automotive Systems (China) Co., Ltd. China PHINIA Automotive Trading (Shanghai) Co. Ltd. China PHINIA Delphi Automotive Systems (Shanghai) Co. Ltd. China PH |
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| February 28, 2024 |
PHINIA Inc. Amended and Restated Retirement Savings Excess Benefit Plan*+ Exhibit 10.29 PHINIA Inc. Amended and Restated Retirement Savings Excess Benefit Plan RECITALS A. BorgWarner Inc. (“BorgWarner”) sponsors the BorgWarner Inc. Retirement Savings Excess Benefit Plan, as amended and restated effective January 1, 2009, as amended from time to time (“BW Excess Plan”), to provide benefits to certain employees whose participation in and benefits under the BorgWarner Reti |
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| February 28, 2024 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of the securities of PHINIA Inc. (the “Company”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended, and relevant provisions of the Delaware General Corporation |
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| February 28, 2024 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned officers and directors of PHINIA Inc., a Delaware corporation (the “Company”), hereby constitutes and appoints each of Brady D. Ericson, Chris P. Gropp, Robert Boyle, and Samantha M. Pombier, and each of them, as the true and lawful attorney-in-fact or attorneys-in-fact, with full power of substitution and resu |
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| February 28, 2024 |
PHINIA Inc. Compensation Recovery Policy*+* Exhibit 97.1 PHINIA Inc. Compensation Recovery Policy 1.Purpose. The purpose of this Compensation Recovery Policy (this “Policy”) is to describe the circumstances under which PHINIA Inc. (the “Company”) is required to recover certain compensation paid to certain employees. Any references in compensation plans, agreements, equity awards or other policies to the Company’s “recoupment”, “clawback” or |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41708 PHINIA Inc. (Ex |
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| February 28, 2024 |
Amendment to Form of Change of Control Agreement*+ Exhibit 10.28 AMENDMENT TO CHANGE OF CONTROL EMPLOYMENT AGREEMENT WHEREAS, PHINIA Inc., a Delaware corporation (the “Company”), and (the “Executive”) previously entered into a Change of Control Employment Agreement (“Agreement”) dated as of the [] of [] 2023. WHEREAS, Section 11 of the Agreement set forth certain provisions related to protection of the Company’s confidential information, which the |
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| February 21, 2024 |
Exhibit 10.1 PHINIA INC. 2023 STOCK INCENTIVE PLAN Performance Stock Unit Award Agreement – U.S. Employees PHINIA Inc., a Delaware corporation (the “Company), hereby awards to the employee indicated below (the “Employee”) a Performance Stock Unit Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the te |
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| February 21, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 State or other jurisdiction of Commission File No. (I.R.S. Employer |
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| February 21, 2024 |
PHINIA REPORTS SOLID Q4 AND FULL YEAR 2023 RESULTS, INTRODUCES 2024 OUTLOOK Exhibit 99.1 PHINIA REPORTS SOLID Q4 AND FULL YEAR 2023 RESULTS, INTRODUCES 2024 OUTLOOK Auburn Hills, Michigan, February 21, 2024 – PHINIA Inc. (NYSE: PHIN), a leader in premium fuel systems, electrical systems, and aftermarket products, today reported its fourth quarter and full year ended December 31, 2023 results. Fourth Quarter Highlights: •U.S. GAAP net sales of $882 million, an increase of |
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| February 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2024 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 21, 2024 |
Exhibit 10.2 PHINIA INC. 2023 STOCK INCENTIVE PLAN Restricted Stock Agreement—Employees PHINIA Inc., a Delaware corporation (the “Company), hereby awards to the employee indicated below (the “Employee”) a Restricted Stock Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions of thi |
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| February 13, 2024 |
PHIN / PHINIA Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Phinia Inc Title of Class of Securities: Common Stock CUSIP Number: 71880K101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d |
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| February 12, 2024 |
PHIN / PHINIA Inc. / FIFTHDELTA Ltd - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment SC 13G/A 1 fifthdetlaphin13g.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Phinia Inc. (Name of Issuer) COMMON SHARES Title of Class of Securities) 71880K101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropr |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 State or other jurisdiction of Commission File No. (I.R.S. Employer |
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| November 6, 2023 |
PHINIA REPORTS SOLID THIRD QUARTER 2023 RESULTS AND UPDATES FULL YEAR GUIDANCE Exhibit 99.1 PHINIA REPORTS SOLID THIRD QUARTER 2023 RESULTS AND UPDATES FULL YEAR GUIDANCE Auburn Hills, Michigan, November 6, 2023 – PHINIA Inc. (NYSE: PHIN), a leader in premium fuel systems, electrical systems, and aftermarket products, today reported its third quarter ended September 30, 2023 results and updated full year 2023 guidance. Third Quarter Highlights: •U.S. GAAP net sales of $896 m |
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| November 6, 2023 |
Exhibit 10.18 PHINIA INC. 2023 STOCK INCENTIVE PLAN Conversion Award Restricted Stock Agreement – Employees PHINIA Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Restricted Stock Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions of |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-41708 PHINIA |
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| November 6, 2023 |
2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 Exhibit 10.22 PHINIA INC. 2023 STOCK INCENTIVE PLAN Stock Unit Award Agreement – U.S. Employees PHINIA Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Stock Units Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions of this Stock Units |
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| November 6, 2023 |
Exhibit 10.21 PHINIA INC. 2023 STOCK INCENTIVE PLAN Restricted Stock Agreement – Employees PHINIA Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Restricted Stock Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions of this Restricted S |
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| November 6, 2023 |
Exhibit 10.20 PHINIA INC. 2023 STOCK INCENTIVE PLAN Conversion Award Stock Unit Award Agreement – Non-U.S. Employees PHINIA Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Stock Units Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions |
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| November 6, 2023 |
Exhibit 10.23 PHINIA INC. 2023 STOCK INCENTIVE PLAN Stock Unit Award Agreement – Non-U.S. Employees PHINIA Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Stock Units Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions of this Stock Un |
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| November 6, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2023 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 State or other jurisdiction of Commission File No. (I.R.S. Employer I |
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| November 6, 2023 |
Exhibit 10.19 PHINIA INC. 2023 STOCK INCENTIVE PLAN Conversion Award Stock Unit Award Agreement – U.S. Employees PHINIA Inc., a Delaware corporation (the “Company), hereby awards to the Employee indicated below a Stock Units Award (the “Award”) under the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), as specified below, effective as of the Grant Date, according to the terms and conditions of |
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| October 10, 2023 |
US71880K1016 / Phinia Inc / FIFTHDELTA Ltd - SCHEDULE 13G Passive Investment SC 13G 1 fifthdetlaphin13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Phinia Inc. (Name of Issuer) COMMON SHARES Title of Class of Securities) 71880K101 (CUSIP Number) September 27, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| August 10, 2023 |
PHIN / PHINIA Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Phinia Inc. Title of Class of Securities: Common Stock CUSIP Number: 71880K101 Date of Event Which Requires Filing of this Statement: July 31, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1(c) ☐ |
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| August 7, 2023 |
PHINIA REPORTS STRONG SECOND QUARTER 2023 RESULTS AND REAFFIRMS FULL YEAR GUIDANCE Exhibit 99.1 PHINIA REPORTS STRONG SECOND QUARTER 2023 RESULTS AND REAFFIRMS FULL YEAR GUIDANCE Auburn Hills, Michigan, August 7, 2023 – PHINIA Inc. (NYSE: PHIN), a leader in premium fuel systems, electrical systems, and aftermarket products, today reported its second quarter 2023 results and reaffirmed its full-year outlook. PHINIA operated as part of BorgWarner Inc. for the entire second quarter |
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| August 7, 2023 |
Management Incentive Bonus Plan.* Exhibit 10.20 PHINIA INC. MANAGEMENT INCENTIVE BONUS PLAN 1.Purposes The purposes of the PHINIA Inc. Management Incentive Bonus Plan are (a) to assist the Corporation in attracting and retaining in the employ of the Corporation and its Subsidiaries individuals of outstanding competence, and (b) to provide performance incentives for officers, executives and other key employees of the Corporation an |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-41708 PHINIA INC. |
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| August 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 State or other jurisdiction of Commission File No. (I.R.S. Employer Inc |
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| August 7, 2023 |
Form of Restricted Stock Agreement for Non-Employee Directors under the 2023 Stock Incentive Plan.* Exhibit 10.19 PHINIA INC. 2023 STOCK INCENTIVE PLAN Restricted Stock Agreement - Non-Employee Directors This Restricted Stock Agreement (the “Agreement”) dated as of , by and between PHINIA Inc., a Delaware corporation (the “Company”), and (the “Director”) is entered into as follows: WITNESSETH: WHEREAS, the Company has established the PHINIA Inc. 2023 Stock Incentive Plan (the “Plan”), a copy of |
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| July 7, 2023 |
Exhibit 10.11 ECU SUPPLY AGREEMENT dated as of July 2, 2023 by and between BorgWarner Singapore Holdings Pte. Ltd. and BorgWarner France SAS TABLE OF CONTENTS Page Article I Definitions, interpretation, hierarchy 1 Article II Manufacture and Supply of Products 4 Article III Exclusivity 7 Article IV Demand Planning 8 Article V Shortage of Materials and Supplies 10 Article VI Quality 10 Article VII |
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| July 7, 2023 |
Exhibit 10.7 CONTRACT MANUFACTURING AGREEMENT dated as of July 2, 2023 by and between BorgWarner (Shanghai) Automobile Fuel Systems Co., Ltd. and BorgWarner Automotive Components (Ningbo) Co., Ltd. TABLE OF CONTENTS Page Article I Definitions, interpretation, hierarchy 1 Article II Dedicated Production Equipment 5 Article III Manufacture and Supply of Products 6 Article IV Changes to Product |
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| July 7, 2023 |
Exhibit 10.10 CONTRACT MANUFACTURING AGREEMENT dated as of July 2, 2023 by and between BorgWarner eMobility Poland sp. z o.o and BorgWarner Mobility Poland sp. z o.o TABLE OF CONTENTS Page Article I Definitions, interpretation, hierarchy 1 Article II Dedicated Production Equipment 5 Article III Manufacture and Supply of Products 5 Article IV Changes to Products 7 Article V Capacities and Volume Ba |
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| July 7, 2023 |
Exhibit 10.4 INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT by and among BORGWARNER INC. and DELPHI TECHNOLOGIES IP LIMITED and PHINIA TECHNOLOGIES, INC. and BORGWARNER LUXEMBOURG OPERATIONS S.A.R.L. Dated as of June 30, 2023 Table of contents Article I 1 Section 1.01 Certain Definitions 1 Article II License Grants 5 Section 2.01 License to SpinCo Licensee 5 Section 2.02 License to Parent Licensee |
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| July 7, 2023 |
Exhibit 10.14 ECU SUPPLY AGREEMENT dated as of July 2, 2023 by and between BorgWarner PowerDrive Systems (Suzhou) Co., Ltd. and BorgWarner (Shanghai) Automobile Fuel Systems Co., Ltd. TABLE OF CONTENTS Page Article I Definitions, interpretation, hierarchy 1 Article II Manufacture and Supply of Products 4 Article III Exclusivity 7 Article IV Demand Planning 8 Article V Shortage of Materials and Sup |
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| July 7, 2023 |
Exhibit 10.13 ECU SUPPLY AGREEMENT dated as of July 2, 2023 by and between BorgWarner Singapore Holdings Pte. Ltd. and BorgWarner Fuel Systems (Yantai) Co., Ltd. TABLE OF CONTENTS Page Article I Definitions, interpretation, hierarchy 1 Article II Manufacture and Supply of Products 4 Article III Exclusivity 7 Article IV Demand Planning 8 Article V Shortage of Materials and Supplies 10 Article VI Qu |
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| July 7, 2023 |
Exhibit 10.12 ECU SUPPLY AGREEMENT dated as of July 2, 2023 by and between BorgWarner Singapore Holdings Pte. Ltd. and BorgWarner India Private Limited TABLE OF CONTENTS Page Article I Definitions, interpretation, hierarchy 1 Article II Manufacture and Supply of Products 4 Article III Exclusivity 7 Article IV Demand Planning 8 Article V Shortage of Materials and Supplies 10 Article VI Quality 10 A |
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| July 7, 2023 |
Exhibit 10.1 TRANSITION SERVICES AGREEMENT dated as of July 2, 2023 by and between BorgWarner Inc. and PHINIA Inc. TRANSITION SERVICES AGREEMENT This Transition Services Agreement (the “Agreement”) is made as of July 2, 2023 (the “Effective Date”) by and between BorgWarner Inc., a Delaware corporation (“Parent”), and PHINIA Inc., a Delaware corporation (“SpinCo”) (each a “Party” to this Agreement, |
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| July 7, 2023 |
Exhibit 10.8 CONTRACT MANUFACTURING AGREEMENT dated as of July 2, 2023 by and between BorgWarner (Shanghai) Automobile Fuel Systems Co., Ltd. and BorgWarner Poland sp. z o.o TABLE OF CONTENTS Page Article I Definitions, interpretation, hierarchy 1 Article II Dedicated Production Equipment 5 Article III Manufacture and Supply of Products 5 Article IV Changes to Products 7 Article V Capacities and V |
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| July 7, 2023 |
Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT THIS EMPLOYEE MATTERS AGREEMENT (“Employee Matters Agreement”) is executed effective as of July 2, 2023, by and between BorgWarner Inc., a Delaware corporation (“Parent”), and PHINIA Inc., a Delaware corporation (“SpinCo”) (collectively, the “Parties”). WHEREAS, the Parties have entered into a Separation and Distribution Agreement dated July 2, 2023 (the “Se |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2023 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 (State or other jurisdiction of (Commission File No.) (I.R.S. Employer in |
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| July 7, 2023 |
Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between BORGWARNER INC. and PHINIA INC. Dated as of July 2, 2023 Table of contents Article I DEFINITIONS 2 Section 1.01 Definitions 2 Article II THE SEPARATION 17 Section 2.01 Transfer of Assets and Assumption of Liabilities 17 Section 2.02 Certain Matters Governed Exclusively by Ancillary Ag |
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| July 7, 2023 |
Exhibit 10.9 CONTRACT MANUFACTURING AGREEMENT dated as of July 2, 2023 by and between BorgWarner (Shanghai) Automobile Fuel Systems Co., Ltd. and BorgWarner Automotive Components (Ningbo) Co., Ltd. TABLE OF CONTENTS Page Article I Definitions, interpretation, hierarchy 1 Article II Dedicated Production Equipment 5 Article III Manufacture and Supply of Products 6 Article IV Changes to Products 7 Ar |
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| July 7, 2023 |
Exhibit 10.15 ECU SUPPLY AGREEMENT dated as of July 2, 2023 by and between BorgWarner PowerDrive Systems (Suzhou) Co., Ltd. and BorgWarner Fuel Systems (Yantai) Co., Ltd. TABLE OF CONTENTS Page Article I Definitions, interpretation, hierarchy 1 Article II Manufacture and Supply of Products 4 Article III Exclusivity 7 Article IV Demand Planning 8 Article V Shortage of Materials and Supplies 10 Arti |
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| July 7, 2023 |
Exhibit 10.2 TAX MATTERS AGREEMENT by and between BORGWARNER INC. and PHINIA INC. Dated as of July 2, 2023 TABLE OF CONTENTS Page Article I – DEFINITIONS 1 1.1 General 1 Article II – PAYMENTS AND TAX REFUNDS 10 2.1 Responsibility for SpinCo Group Taxes and Certain Parent Group Taxes 10 2.2 Transaction Taxes 11 2.3 Allocation of Taxes 11 2.4 Allocation of Employment Taxes 12 2.5 Tax Benefits 12 2.6 |
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| July 7, 2023 |
Exhibit 10.6 CONTRACT MANUFACTURING AGREEMENT dated as of July 2, 2023 by and between BorgWarner Propulsion Systems LLC and BorgWarner Luxembourg Operations SARL and BorgWarner Propulsion II LLC TABLE OF CONTENTS Page Article I Definitions, interpretation, hierarchy 2 Article II Dedicated Production Equipment 5 Article III Manufacture and Supply of Products 6 Article IV Changes to Products 7 Artic |
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| July 7, 2023 |
Exhibit 10.5 ELECTRONICS COLLABORATION AGREEMENT dated as of July 2, 2023 by and between BorgWarner PDS (USA) Inc. and PHINIA Technologies Inc. TABLE OF CONTENTS Page Article I. Definitions, interpretation, hierarchy 2 Article II. Cooperation in respect of Standalone ECU Sales and Parallel Sales 6 Article III. Intellectual Property 10 Article IV. Purchasing of ASICs 13 Article V. Sales and Marketi |
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| July 7, 2023 |
Exhibit 10.17 Published Deal CUSIP: 71880JAA2 Published Revolving Credit Facility CUSIP: 71880JAB0 Published Term A Loan CUSIP: 71880JAC8 Published Term B Loan CUSIP: 71880JAD6 CREDIT AGREEMENT dated as of July 3, 2023 among PHINIA INC. as Borrower The Other Loan Parties Party Hereto The Lenders Party Hereto BANK OF AMERICA, N.A. as Administrative Agent, a Swingline Lender and an L/C Issuer JPMORG |
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| July 7, 2023 |
Exhibit 10.16 ECU SUPPLY AGREEMENT dated as of July 2, 2023 by and between BorgWarner PowerDrive Systems (Suzhou) Co., Ltd. and BorgWarner Industria E Comercio Brasil Ltda. TABLE OF CONTENTS Page Article I Definitions, interpretation, hierarchy 1 Article II Manufacture and Supply of Products 4 Article III Exclusivity 7 Article IV Demand Planning 8 Article V Shortage of Materials and Supplies 10 Ar |
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| June 30, 2023 |
Exhibit 4.3 PHINIA Inc. 2023 STOCK INCENTIVE PLAN SECTION 1. Purpose and Effective Date. 1.1 Purpose. The purpose of the Plan is to give the Company a significant advantage in attracting, retaining and motivating officers, employees and directors and to provide the Company, its subsidiaries and its Affiliates with the ability to provide incentives more directly linked to the p |
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| June 30, 2023 |
Consent of Robin Kendrick, as Director Nominee. Exhibit 99.3 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of PHINIA Inc., the undersigned hereby consents to being named and described as a person who will become a director of PHINIA Inc. in the Registration S |
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| June 30, 2023 |
Exhibit 3.1 Amended and RESTATED CERTIFICATE OF INCORPORATION OF PHINIA INC. PHINIA Inc. (the “Corporation”), existing pursuant to the General Corporation Law of the State of Delaware, as amended (the “DGCL”), hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the office of the Secretary of State of the State of Delaware on February 9, 2023 |
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| June 30, 2023 |
Consent of Roger J. Wood, as Director Nominee. Exhibit 99.5 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of PHINIA Inc., the undersigned hereby consents to being named and described as a person who will become a director of PHINIA Inc. in the Registration S |
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| June 30, 2023 |
File No. 333- As filed with the Securities and Exchange Commission on June 30, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 92-2483604 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificati |
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| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 (State or other jurisdiction of (Commission File No.) (I.R.S. Employer i |
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| June 30, 2023 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHINIA INC. |
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| June 30, 2023 |
Consent of Samuel R. Chapin, as Director Nominee. Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of PHINIA Inc., the undersigned hereby consents to being named and described as a person who will become a director of PHINIA Inc. in the Registration S |
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| June 30, 2023 |
Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF PHINIA INC. Article I OFFICES SECTION 1. REGISTERED OFFICE. The registered office of the Corporation shall be established and maintained at the office of The Corporation Trust Company, at 1209 West Orange Street in the City of Wilmington, County of New Castle, State of Delaware, and said corporation shall be the registered agent of this Corporation in ch |
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| June 30, 2023 |
Consent of Brady D. Ericson, as Director Nominee. Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of PHINIA Inc., the undersigned hereby consents to being named and described as a person who will become a director of PHINIA Inc. in the Registration S |
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| June 30, 2023 |
Consent of D’aun Norman, as Director Nominee. Exhibit 99.4 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of PHINIA Inc., the undersigned hereby consents to being named and described as a person who will become a director of PHINIA Inc. in the Registration S |
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| June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 PHINIA INC. (Exact name of registrant as specified in its charter) Delaware 001-41708 92-2483604 (State or other jurisdiction of Incorporation or organization) (Commissio |
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| June 13, 2023 |
INFORMATION STATEMENT PHINIA Inc. Common Stock (par value $0.01 per share) June 13, 2023 Dear BorgWarner Shareholders: In December 2022, we announced the intended separation of BorgWarner’s Fuel Systems and Aftermarket Segments into a new, publicly traded entity. |
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| June 9, 2023 |
PHINIA INC. 3000 University Drive Auburn Hills, MI 48326 (248) 754-9200 PHINIA INC. 3000 University Drive Auburn Hills, MI 48326 (248) 754-9200 June 9, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Thomas Jones Jay Ingram Re: PHINIA Inc. Registration Statement on Form 10 File No. 001-41708 Dear Messrs. Jones and Ingram: Reference is made to the Registration Statement on Form |
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| June 9, 2023 |
Preliminary Information Statement. , 2023 Dear BorgWarner Shareholders: In December 2022, we announced the intended separation of BorgWarner’s Fuel Systems and Aftermarket Segments into a new, publicly traded entity. |
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| June 9, 2023 |
Amendment No. 2 as filed with the Commission on June 9, 2023 As filed with the Securities and Exchange Commission on June 9, 2023. File No. 001-41708 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 PHINIA Inc. (Exact name of registrant as specified in its charter) Delaware 92-2483604 (State or |
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| June 6, 2023 |
Preliminary Information Statement. , 2023 Dear BorgWarner Shareholders: In December 2022, we announced the intended separation of BorgWarner’s Fuel Systems and Aftermarket Segments into a new, publicly traded entity. |
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| June 6, 2023 |
Amendment No. 1 as filed with the Commission on June 6, 2023 As filed with the Securities and Exchange Commission on June 5, 2023. File No. 001-41708 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 PHINIA Inc. (Exact name of registrant as specified in its charter) Delaware 92-2483604 (State or |
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| June 5, 2023 |
ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX www.foley.com WRITER’S DIRECT LINE 414.297.5678 [email protected] June 5, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Thomas Jones Jay Ingram Re: PHINIA Inc. Registration Statement on Form 10 File No. 0 |
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| May 18, 2023 |
EX-10.6 10 exhibit106-form10.htm EX-10.6 Exhibit 10.6 CONTRACT MANUFACTURING AGREEMENT dated as of [l], 2023 by and between [SUPPLIER] and [RECIPIENT] TABLE OF CONTENTS Page Article I Definitions, interpretation, hierarchy 2 Article II Dedicated Production Equipment 5 Article III Manufacture and Supply of Products 6 Article IV Changes to Products 8 Article V Capacities and Volume Baseline 8 Articl |
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| May 18, 2023 |
Form of Amended and Restated Certificate of Incorporation of the registrant. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PHINIA INC. PHINIA Inc. (the “Corporation”), existing pursuant to the General Corporation Law of the State of Delaware, as amended (the “DGCL”), hereby certifies as follows: 1.The original Certificate of Incorporation of the Corporation was filed with the office of the Secretary of State of the State of Delaware on February 9, 2023 ( |
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| May 18, 2023 |
As filed with the Securities and Exchange Commission on May 18, 2023. File No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 PHINIA Inc. (Exact name of registrant as specified in its charter) Delaware 92-2483604 (State or other jurisdiction of incorp |
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| May 18, 2023 |
Preliminary Information Statement. , 2023 Dear BorgWarner Shareholders: In December 2022, we announced the intended separation of BorgWarner’s Fuel Systems and Aftermarket Segments into a new, publicly traded entity. |
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| May 18, 2023 |
Subsidiaries of the registrant. Exhibit 21.1 PHINIA INC. Subsidiaries of the Registrant The following entities are expected to be subsidiaries of PHINIA Inc. upon completion of the separation from BorgWarner Inc. described in the information statement: Name of Subsidiary Jurisdiction of Organization BorgWarner Australia Pty Ltd. Australia BorgWarner Industria E Comercio Ltda. Brazil BorgWarner PDS Brazil Produtos Automotivos Ltd |
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| May 18, 2023 |
Form of Management Incentive Bonus Plan. Exhibit 10.9 PHINIA INC. MANAGEMENT INCENTIVE BONUS PLAN 1. Purposes The purposes of the PHINIA Inc. Management Incentive Bonus Plan are (a) to assist the Corporation in attracting and retaining in the employ of the Corporation and its Subsidiaries individuals of outstanding competence, and (b) to provide performance incentives for officers, executives and other key employees of the Corporation an |
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| May 18, 2023 |
EX-10.5 9 exhibit105-form10.htm EX-10.5 Exhibit 10.5 ELECTRONICS COLLABORATION AGREEMENT dated as of [●], 2023 by and between BorgWarner PDS (USA) Inc. and PHINIA Technologies Inc. TABLE OF CONTENTS Page Article I. Definitions, interpretation, hierarchy 3 Article II. Cooperation in respect of Standalone ECU Sales and Parallel Sales 7 Article III. Intellectual Property 10 Article IV. Purchasing of |
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| May 18, 2023 |
Form of Change of Control Employment Agreement. Exhibit 10.10 CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between PHINIA Inc., a Delaware corporation (the “Company”) and (the “Executive”) dated as of the of 2023. WHEREAS, the Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executiv |
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| May 18, 2023 |
Form of Transition Services Agreement, by and between BorgWarner Inc. and the registrant. Exhibit 10.1 TRANSITION SERVICES AGREEMENT dated as of [•], 2023 by and between BorgWarner Inc. and PHINIA Inc. TRANSITION SERVICES AGREEMENT This Transition Services Agreement (the “Agreement”) is made as of [●] (the “Effective Date”) by and between BorgWarner Inc., a Delaware corporation (“Parent”), and PHINIA Inc., a Delaware corporation (“SpinCo”) (each a “Party” to this Agreement, and togethe |
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| May 18, 2023 |
Form of Employee Matters Agreement, by and between BorgWarner Inc. and the registrant. Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT THIS EMPLOYEE MATTERS AGREEMENT (“Employee Matters Agreement”) is executed effective as of [●], 2023, by and between BorgWarner Inc., a Delaware corporation (“Parent”), and PHINIA Inc., a Delaware corporation (“SpinCo”) (collectively, the “Parties”). WHEREAS, the Parties have entered into a Separation and Distribution Agreement dated [●], 2023 (the “Separati |
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| May 18, 2023 |
Exhibit 10.7 ECU SUPPLY AGREEMENT dated as of [l], 2023 by and between [BorgWarner] and [PHINIA] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS, INTERPRETATION, HIERARCHY 1 ARTICLE II MANUFACTURE AND SUPPLY OF PRODUCTS 4 ARTICLE III EXCLUSIVITY 7 ARTICLE IV DEMAND PLANNING 8 ARTICLE V SHORTAGE OF MATERIALS AND SUPPLIES 10 ARTICLE VI QUALITY 10 ARTICLE VII PRODUCT DEFECTS AND CLAIMS PROCESSING 11 ART |
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| May 18, 2023 |
Form of Separation and Distribution Agreement, by and between BorgWarner Inc. and the registrant. Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between BORGWARNER INC. and PHINIA INC. Dated as of [l], 2023 TABLE OF CONTENTS Article I DEFINITIONS 2 Section 1.01 Definitions 2 Article II THE SEPARATION 17 Section 2.01 Transfer of Assets and Assumption of Liabilities 17 Section 2.02 Certain Matters Governed Exclusively by Ancillary Agreements 21 Section 2.03 Termination of Agreements 22 |
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| May 18, 2023 |
Exhibit 10.4 INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT by and between BORGWARNER INC. and DELPHI TECHNOLOGIES IP LIMITED and PHINIA TECHNOLOGIES, INC. and BORGWARNER LUXEMBOURG OPERATIONS S.A.R.L. Dated as of [l], 2023 TABLE OF CONTENTS ARTICLE I 1 Section 1.01 Certain Definitions 1 ARTICLE II LICENSE GRANTS 5 Section 2.01 License to SpinCo Licensee 5 Section 2.02 License to Parent Licensee 5 |
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| May 18, 2023 |
Form of Tax Matters Agreement, by and between BorgWarner Inc. and the registrant. Exhibit 10.2 TAX MATTERS AGREEMENT by and between BORGWARNER INC. and PHINIA INC. Dated as of [l], 2023 TABLE OF CONTENTS Page ARTICLE I – DEFINITIONS 2 1.1 General 2 ARTICLE II – PAYMENTS AND TAX REFUNDS 10 2.1 Responsibility for SpinCo Group Taxes and Certain Parent Group Taxes 10 2.2 Transaction Taxes 11 2.3 Allocation of Taxes 11 2.4 Allocation of Employment Taxes 12 2.5 Tax Benefits 12 2.6 Th |
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| May 18, 2023 |
Form of Notice of Internet Availability of Information Statement Materials. EX-99.2 17 exhibit992-form10.htm EX-99.2 Exhibit 99.2 V 18 65 8- TB D See the reverse side for instructions on how to access materials. You are receiving this communication because you hold common stock in BorgWarner Inc. ("BorgWarner"). BorgWarner has released informational materials regarding the spin-off of PHINIA Inc. ("PHINIA") from BorgWarner that are now available for your review. This noti |
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| May 18, 2023 |
Form of Amended and Restated Bylaws of the registrant. Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF PHINIA INC. ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office of the Corporation shall be established and maintained at the office of The Corporation Trust Company, at 1209 West Orange Street in the City of Wilmington, County of New Castle, State of Delaware, and said corporation shall be the registered agent of this Corporation in ch |
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| May 18, 2023 |
Form of 2023 Stock Incentive Plan. Exhibit 10.8 PHINIA INC. 2023 STOCK INCENTIVE PLAN SECTION 1. Purpose and Effective Date. 1.1 Purpose. The purpose of the Plan is to give the Company a significant advantage in attracting, retaining and motivating officers, employees and directors and to provide the Company, its subsidiaries and its Affiliates with the ability to provide incentives more directly linked to the profitability of the |
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| May 18, 2023 |
ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX www.foley.com WRITER’S DIRECT LINE 414.297.5678 [email protected] May 18, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: SiSi Cheng Melissa Gilmore Re: PHINIA Inc. Draft Registration Statement on Form 10 S |
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| April 3, 2023 |
, 2023 Dear BorgWarner Shareholders: In December 2022, we announced the intended separation of BorgWarner’s Fuel Systems and Aftermarket Segments into a new, publicly traded entity. |
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| April 3, 2023 |
As confidentially submitted to the Securities and Exchange Commission on April 3, 2023. |
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| April 3, 2023 |
ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX www.foley.com WRITER’S DIRECT LINE 414.297.5678 [email protected] April 3, 2023 CONFIDENTIAL SUBMISSION VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Re: PHINIA Inc. Confidential Submission of Draft Registration Statement on |
